UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from to ___________
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Commission file number: 0-18405
American Tax Credit Properties II L.P.
(Exact name of Registrant as specified in its charter)
Delaware
13-3495678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Richman Tax Credit Properties II L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days. Yes X No .
AMERICAN TAX CREDIT PROPERTIES II L.P.
PART I - FINANCIAL INFORMATION.
Item 1. Financial Statements.
Table of Contents
Balance Sheets as of June 29, 1996 (Unaudited) and March 30, 1996 (Unaudited)
Statements of Operations for the three month periods ended
June 29, 1996 (Unaudited) and June 29, 1995 (Unaudited)
Statements of Cash Flows for the three month periods ended
June 29, 1996 (Unaudited) and June 29, 1995 (Unaudited)
Notes to Financial Statements as of June 29, 1996 (Unaudited)
AMERICAN TAX CREDIT PROPERTIES II L.P.
BALANCE SHEETS
JUNE 29, 1996 AND MARCH 30, 1996
(UNAUDITED)
June 29, March 30,
Notes 1996 1996
----- ---------------- ----------
ASSETS
Cash and cash equivalents $ 523,581 $ 538,912
Investments in bonds available-for-sale 2 4,398,824 4,477,098
Investment in Local Partnerships 3 22,548,346 23,417,447
Interest receivable 72,492 76,148
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$27,543,243 $28,509,605
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LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued expenses $ 497,973 $ 480,944
Payable to General Partner 448,886 426,440
Other 62,600 69,600
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1,009,459 976,984
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Partners' equity (deficit):
General Partner (226,604) (217,372)
Limited Partners, $1,000 stated value per unit (55,746
Units of Limited Partnership Interest outstanding) 26,843,246 27,757,245
Unrealized loss on investments in bonds
available-for-sale, net 2 (82,858) (7,252)
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26,533,784 27,532,621
---------- ----------
$27,543,243 $28,509,605
=========== ==========
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF OPERATIONS
THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
(UNAUDITED)
Notes 1996 1995
----- -------------- ---------
REVENUE
Interest $ 93,503 $ 90,111
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TOTAL REVENUE 93,503 90,111
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EXPENSES
Administration fees 74,826 74,826
Management fees 74,826 74,826
Professional fees 15,836 13,182
Printing, postage and other 6,226 10,949
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TOTAL EXPENSES 171,714 173,783
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Loss from operations (78,211) (83,672)
Equity in loss of Investment in Local Partnerships 3 (845,020) (815,988)
------------ -----------
NET LOSS $ (923,231) $ (899,660)
============ ===========
NET LOSS ATTRIBUTABLE TO
General Partner $ (9,232) $ (8,997)
Limited Partners (913,999) (890,663)
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$ (923,231) $ (899,660)
============ ===========
NET LOSS per Unit of Limited Partnership Interest
(55,746 Units of Limited Partnership Interest) $ (16.40) $ (15.98)
============= =============
See Notes to Financial Statements.
AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
(UNAUDITED)
1996 1995
-------------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 99,827 $ 121,506
Cash used from Local Partnerships for deferred expenses (7,000)
Cash paid for:
printing, postage and other expenses (3,790) (1,839)
professional fees (23,689) (5,682)
administration fees (52,380) (52,379)
management fees (52,380) (50,000)
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Net cash provided by (used in) operating activities (39,412) 11,606
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CASH FLOWS FROM INVESTING ACTIVITIES
Cash distributions from Local Partnerships 24,081 61,997
Transfer to restricted cash (6,449)
---------------- ------------
Net cash provided by investing activities 24,081 55,548
----------- ------------
Net increase (decrease) in cash and cash equivalents (15,331) 67,154
Cash and cash equivalents at beginning of period 538,912 1,541,346
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 523,581 $ 1,608,500
=========== ==========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES
Unrealized gain (loss) on investments in bonds available-for-sale, net $ (75,606) $ 179,130
=========== ===========
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See reconciliation of net loss to net cash provided by (used in) operating
activities on the following page.
See Notes to Financial Statements.
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AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CASH FLOWS - (Continued)
THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
(UNAUDITED)
1996 1995
-------------- ---------
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
BY (USED IN) OPERATING ACTIVITIES
NET LOSS $ (923,231) $ (899,660)
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ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
Equity in loss of Investment in Local Partnerships 845,020 815,988
Amortization of net premium on investment in bonds 12,441 12,134
Accretion of zero coupon bonds (9,773) (9,773)
Decrease in interest receivable 3,656 21,938
Increase in accounts payable and accrued expenses 17,029 39,704
Increase in payable to General Partner 22,446 24,826
Decrease in other liabilities (7,000)
Increase in interest payable 6,449
----------------- ------------
Total adjustments 883,819 911,266
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (39,412) $ 11,606
============ ===========
See Notes to Financial Statements.
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AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 29, 1996
(UNAUDITED)
1.Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. They do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements. The
results of operations are impacted significantly by the combined results of
operations of the Local Partnerships, which are provided by the Local
Partnerships on an unaudited basis during interim periods. Accordingly, the
accompanying financial statements are dependent on such unaudited information.
In the opinion of the General Partner, the financial statements include all
adjustments necessary to present fairly the financial position as of June 29,
1996 and the results of operations and cash flows for the interim periods
presented. All adjustments are of a normal recurring nature. The results of
operations for the three month period ended June 29, 1996 are not necessarily
indicative of the results that may be expected for the entire year.
Certain reclassifications of amounts have been made to conform to the current
period presentation.
2.Investments in Bonds Available-For-Sale
As of June 29, 1996, certain information concerning investments in bonds
available-for-sale is as follows:
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
Description and maturity Corporate debt securities:
Within one year $ 332,839 $ 1,391 $ -- $ 334,230
After one year through five years 555,339 20,981 -- 576,320
After five years through ten years 2,277,145 12,999 (99,350) 2,190,794
After ten years 203,133 -- (16,461) 186,672
---------- -------------- ---------- ----------
3,368,456 35,371 (115,811) 3,288,016
--------- ---------- --------- ---------
U.S. Treasury debt securities:
After ten years 413,119 -- (23,195) 389,924
----------- -------------- ---------- ----------
U.S. government and agency securities:
After five years through ten years 649,715 27,495 -- 677,210
After ten years 50,392 -- (6,718) 43,674
----------- -------------- ----------- -----------
700,107 27,495 (6,718) 720,884
---------- ---------- ----------- ----------
$4,481,682 $ 62,866 $ (145,724) $4,398,824
========= ========== ========= =========
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AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1996
(UNAUDITED)
3.Investment in Local Partnerships
The Partnership owns limited partnership interests in fifty Local Partnerships
representing capital contributions in the aggregate amount of $45,692,662. As
of March 31, 1996, the Local Partnerships have outstanding mortgage loans
payable totaling approximately $94,226,000 and accrued interest payable on such
loans totaling approximately $3,411,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships' real
property and other assets.
For the three month period ended June 29, 1996, the Investment in Local
Partnerships activity consists of the following:
Investment in Local Partnerships as of March 30, 1996 $ 23,417,447
Equity in loss of Investment in Local Partnerships for
the three month period ended March 31, 1996 (845,020) (A)
Cash distributions received from Local Partnerships
during the three month period ended June 29, 1996 (24,081)
--------------
Investment in Local Partnerships as of June 29, 1996 $ 22,548,346
============
(A) Equity in loss of Investment in Local Partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess
is applied to other partners' capital in any such Local Partnership.
The amount of such excess losses applied to other partners' capital was
$127,426 and $80,752 for the three month periods ended March 31, 1996
and 1995, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 3.
The combined unaudited balance sheets of the Local Partnerships as of March 31,
1996 and December 31, 1995 and the combined unaudited statements of operations
of the Local Partnerships for the three month periods ended March 31, 1996 and
1995 are reflected on pages 9 and 10, respectively.
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AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1996
(UNAUDITED)
3.Investment in Local Partnerships (continued)
The combined balance sheets of the Local Partnerships as of March 31, 1996 and
December 31, 1995 are as follows:
1996 1995
----------------- -----------
ASSETS
Cash and other investments $ 4,444,421 $ 5,021,628
Rental receivable 249,358 239,874
Escrow deposits and reserves 4,912,550 5,169,090
Land 4,307,489 4,307,489
Buildings and improvements (net of accumulated depreciation of
$34,753,666 and $33,336,052) 113,276,448 114,580,652
Intangible assets (net of accumulated amortization of $996,266
and $1,045,116) 1,920,820 1,942,783
Other 1,353,414 1,048,066
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$ 130,464,500 $132,309,582
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,523,774 $ 1,373,237
Due to related parties 4,307,854 4,654,626
Mortgage loans 94,226,012 94,490,718
Notes payable 3,131,976 3,450,605
Accrued interest 3,411,391 3,330,072
Other 648,585 610,617
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107,249,592 107,909,875
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Partners' equity (deficit):
American Tax Credit Properties II L.P.:
Capital contributions, net of distributions 45,141,924 45,256,337
Cumulative loss (22,569,497) (21,724,477)
----------- ------------
22,572,427 23,531,860
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General partners and other limited partners, including ATCP & ATCP III:
Capital contributions, net of distributions 3,638,147 3,639,386
Cumulative loss (2,995,666) (2,771,539)
------------ ------------
642,481 867,847
-------------- --------------
23,214,908 24,399,707
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$130,464,500 $132,309,582
=========== ===========
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AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
JUNE 29, 1996
(UNAUDITED)
3.Investment in Local Partnerships (continued)
The combined statements of operations of the Local Partnerships for the three
month periods ended March 31, 1996 and 1995 are as follows:
1996 1995
--------------- ----------
REVENUE
Rental $ 4,924,726 $ 4,835,872
Interest and other 164,932 109,968
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Total Revenue 5,089,658 4,945,840
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EXPENSES
Administrative 780,353 759,960
Utilities 786,019 746,868
Operating, maintenance and other 881,690 758,486
Taxes and insurance 597,772 548,820
Interest (including amortization of $25,307 and
$39,291) 1,695,357 1,735,645
Depreciation 1,417,614 1,396,384
---------- ----------
Total Expenses 6,158,805 5,946,163
---------- ----------
NET LOSS $(1,069,147) $(1,000,323)
========== ==========
NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties II L.P. $ (845,020) $ (815,988)
General partners and other limited partners,
including ATCP & ATCP III, which includes
$127,426 and $80,752 of American Tax Credit
Properties II L.P. equity in loss in excess of
investment balance (224,127) (184,335)
---------- ----------
$(1,069,147) $(1,000,323)
========== ==========
The combined results of operations of the Local Partnerships for the three month
period ended March 31, 1996 are not necessarily indicative of the results that
may be expected for an entire operating period.
4.Additional Information
Additional information, including the audited March 30, 1996 Financial
Statements and the Organization, Purpose and Summary of Significant Accounting
Policies, is included in the Partnership's Annual Report on Form 10-K for the
fiscal year ended March 30, 1996 on file with the Securities and Exchange
Commission.
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AMERICAN TAX CREDIT PROPERTIES II L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Material Changes in Financial Condition.
As of June 29, 1996, Registrant has not experienced a significant change in
financial condition as compared to March 30, 1996. Principal changes in assets
are comprised of quarterly periodic transactions and adjustments and anticipated
equity in loss from operations of the Local Partnerships. During the three month
period ended June 29, 1996, Registrant received cash from interest earnings and
distributions from Local Partnerships and utilized cash for normal operating
expenses. During the three month period ended June 29, 1996, Registrant recorded
a net unrealized loss on bonds available-for-sale of approximately $76,000,
resulting in a net unrealized loss of approximately $83,000 reflected in
Registrant's partners equity (deficit) as of June 29, 1996. In addition, during
the three month period ended June 29, 1996, Registrant recorded amortization of
net premium on investments in bonds of approximately $12,000, which was
partially offset by accretion of zero coupon bonds of approximately $10,000.
During the three month period ended June 29, 1996, the Investment in Local
Partnerships decreased as a result of Registrant's equity in the Local
Partnerships' net loss for the three month period ended March 31, 1996 of
$845,020 and by cash distributions received from Local Partnerships of $24,081.
The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. The rents of the Properties, many of which receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8"), are subject to specific laws,
regulations and agreements with federal and state agencies. The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Registrant cannot reasonably predict legislative
initiatives and governmental budget negotiations, the outcome of which could
result in a reduction in funds available for the various federal and state
administered housing programs including the Section 8 program. Such changes
could adversely affect the future net operating income and debt structure of any
or all Local Partnerships currently receiving such subsidy or similar subsidies.
One Local Partnership's Section 8 contract, which covers certain rental units,
is scheduled to expire in 1997 after being extended for one year and two Local
Partnerships' Section 8 contracts, which cover certain rental units, are
scheduled to expire during 1996. In addition, the Local Partnerships have
various financing structures which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws, regulations and agreements with appropriate
federal and state agencies ("Non-Mandatory Debt Service or Interest"). During
the three month period ended March 31, 1996, revenue from operations, Local
General Partner advances and reserves of Local Partnerships have generally been
sufficient to cover the operating expenses and Mandatory Debt Service. Certain
Local Partnerships are effectively operating at or near break even levels,
although such Local Partnerships' accounting information reflects operating
deficits that do not represent cash deficits due to their mortgage and financing
structure and the required deferral of property management fees. As discussed
below, certain Local Partnerships' operating information indicates below break
even operations after taking into account its mortgage and financing structure
and the required deferral of property management fees.
The terms of the partnership agreement of Christian Street Associates Limited
Partnership (the "Christian Street Local Partnership") require the Local General
Partner of the Christian Street Local Partnership to advance funds to cover
operating deficits up to $182,500 through March, 1996. As of March 31, 1996, the
Local General Partner of the Christian Street Local Partnership advanced
approximately $274,000. In addition, the Local General Partner of the Christian
Street Local Partnership is required to cause the management agent to defer
property management fees in order to avoid a default under the mortgage. The
Christian Street Local Partnership incurred an operating deficit for the three
month period ended March 31, 1996 of approximately $38,000 which includes
property management fees of approximately $6,000. Accordingly, the net operating
deficit was approximately $32,000. Of Registrant's total annual Low-income Tax
Credits, approximately 5.52% is allocated from the Christian Street Local
Partnership.
The terms of the partnership agreement of 2000-2100 Christian Street Associates
(the "2000 Christian Street Local Partnership") require the Local General
Partner of the 2000 Christian Street Local Partnership to advance funds to cover
operating deficits up to $130,000 through December, 1996. As of March 31, 1996,
the Local General Partner of the 2000 Christian Street Local Partnership
advanced approximately $198,000. In addition, the Local
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General Partner of the 2000 Christian Street Local Partnership is required to
cause the management agent to defer property management fees in order to avoid a
default under the mortgage. The 2000 Christian Street Local Partnership incurred
an operating deficit for the three month period ended March 31, 1996 of
approximately $25,000 which includes property management fees of approximately
$5,000. Accordingly, the net operating deficit was approximately $20,000. Of
Registrant's total annual Low-income Tax Credits, approximately 3.02% is
allocated from the 2000 Christian Street Local Partnership.
During the three month period ended March 31, 1996, Forest Village Housing
Partnership (the "Forest Village Local Partnership") incurred an operating
deficit of approximately $11,000. There is no operating deficit guarantee in
connection with the Forest Village Local Partnership. All required payments on
the mortgages and real estate taxes are current. Of Registrant's total annual
Low-income Tax Credits, approximately 1.01% is allocated from the Forest Village
Local Partnership.
The terms of the partnership agreement of Carrington Limited Dividend Housing
Association Limited Partnership (the "Carrington Local Partnership") require the
Local General Partners of the Carrington Local Partnership to cause the
management agent to defer property management fees in order to avoid a default
under the mortgage. The Carrington Local Partnership incurred an operating
deficit for the three month period ended March 31, 1996 of approximately $25,000
which includes property management fees of approximately $5,000. Accordingly,
the net operating deficit was approximately $20,000. The Local General Partners
report that the deficit is primarily the result of unscheduled repair and
maintenance expenses incurred during the period and that all required payments
under the mortgage and real estate taxes are current. Of Registrant's total
annual Low-income Tax Credits, approximately 2.18% is allocated from the
Carrington Local Partnership.
As part of its mortgage loan documents, Ann Ell Apartments Associates, Ltd. (the
"Ann Ell Local Partnership") is required to make monthly deposits of $675 to a
reserve for replacements escrow. The Ann Ell Local Partnership did not fulfill
this requirement through December, 1995 and was notified of an event of default
under the mortgage documents. The Ann Ell Local Partnership incurred costs for
capital improvements and unscheduled maintenance through December, 1995 which
were in excess of the replacement reserve funding requirement. The Local General
Partner of the Ann Ell Local Partnership reports that the monthly funding
requirement is being paid during 1996 and has requested a meeting with the
lender to discuss the resolution of this matter.
Littleton Avenue Community Village, L.P. (the "Littleton Local Partnership") is
a defendant in a lawsuit resulting from an accident in 1989 during the
construction of the complex owned by the Littleton Local Partnership. In
November, 1995 the Littleton Local Partnership and one co-defendant were found
liable in the lawsuit, of which the Littleton Local Partnership's potential
liability is approximately $300,000. The Littleton Local Partnership has filed a
lawsuit against the construction period insurance companies, which were not
co-defendants in the lawsuit, and has appealed the adverse result of the trial.
Although the incident is expected to be covered by insurance, the Local General
Partner of the Littleton Local Partnership has agreed to indemnify the Littleton
Local Partnership in the event of any adverse outcome and has established an
escrow of approximately $325,000 from development proceeds in the event the
Littleton Local Partnership is unsuccessful in its appeal.
Results of Operations.
Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. Registrant accounts for its Investment in Local Partnerships in
accordance with the equity method of accounting and Emerging Issues Task Force
("EITF") Issue No. 94-1, "Accounting for Tax Benefits Resulting from Investments
in Affordable Housing Projects." Under the equity method of accounting and in
accordance with EITF Issue No. 94-1, the investment is carried at cost which
includes capital contributions payable, and is adjusted for Registrant's share
of the Local Partnership's results of operations and by any cash distributions
received. Equity in loss of each Investment in Local Partnership allocated to
Registrant is recognized to the extent of Registrant's investment balance in
each Local Partnership. Any equity in loss in excess of Registrant's investment
balance in a Local Partnership is allocated to other partners' capital in each
such Local Partnership. As a result, the equity in loss of Investment in Local
Partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero.
Cumulative losses and cash distributions in excess of Investment in Local
Partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating
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deficits, among other things. Accordingly, cumulative losses and cash
distributions in excess of the investment are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion above under
Material Changes in Financial Condition regarding Local Partnerships currently
operating below economic break even levels.
Three Month Period Ended June 29, 1996.
For the three month period ended June 29, 1996, Registrant had a net loss of
approximately $923,000, which included an equity in loss of Investment in Local
Partnerships of approximately $845,000 for the three month period ended March
31, 1996. Registrant's loss from operations for the three month period ended
June 29, 1996 of approximately $78,000 was attributable to interest revenue of
approximately $94,000, exceeded by operating expenses of approximately $172,000.
Interest income for future periods is expected to decline as investments in
bonds mature and are utilized for Registrant's operating expenses.
The Local Partnerships' net loss of approximately $1,069,000 for the three month
period ended March 31, 1996 was attributable to rental and other revenue of
approximately $5,090,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,716,000 and approximately $1,443,000
of depreciation and amortization expenses.
Three Month Period Ended June 29, 1995.
For the three month period ended June 29, 1995, Registrant had a net loss of
approximately $900,000, which included an equity in loss of Investment in Local
Partnerships of approximately $816,000 for the three month period ended March
31, 1995. Registrant's loss from operations for the three month period ended
June 29, 1996 of approximately $84,000 was attributable to interest revenue of
approximately $90,000, exceeded by operating expenses of approximately $174,000.
The Local Partnerships' net loss of approximately $1,000,000 for the three month
period ended March 31, 1995 was attributable to rental and other revenue of
approximately $4,946,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,510,000 and approximately $1,436,000
of depreciation and amortization expenses.
Three Month Period Ended June 29, 1996 versus Three Month Period Ended June 29,
1995.
Registrant's operations for the three month period ended June 29, 1996 resulted
in a net loss of approximately $923,000, as compared to a net loss of
approximately $900,000 for the same period in 1995. The increase in net loss is
primarily attributable to an increase in the equity in loss of Investment in
Local Partnerships of approximately $29,000.
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AMERICAN TAX CREDIT PROPERTIES II L.P.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
Littleton Avenue Community Village, L.P. (the "Littleton Local
Partnership") is a defendant in a lawsuit resulting from an accident
in 1989 during the construction of the complex owned by the Littleton
Local Partnership. In November, 1995 the Littleton Local Partnership
and one co-defendant were found liable in the lawsuit, of which the
Littleton Local Partnership's potential liability is approximately
$300,000. The Littleton Local Partnership has filed a lawsuit against
the construction period insurance companies, which were not
co-defendants in the lawsuit, and has appealed the adverse result of
the trial. Although the incident is expected to be covered by
insurance, the Local General Partner of the Littleton Local
Partnership has agreed to indemnify the Littleton Local Partnership in
the event of any adverse outcome and has established an escrow of
approximately $325,000 from development proceeds in the event the
Littleton Local Partnership is unsuccessful in its appeal.
Registrant is not aware of any other material legal proceedings.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
As discussed in Part I, Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations, the first mortgage
of the Ann Ell Apartments Associates, Ltd. is in default due to
insufficient deposits to the replacement reserve.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN TAX CREDIT PROPERTIES II L.P.
(a Delaware limited partnership)
By: Richman Tax Credit Properties II L.P.,
General Partner
by: Richman Tax Credits Inc.,
general partner
Date: August 13, 1996 /s/ Richard Paul Richman
--------------- ------------------------
Richard Paul Richman
President, Chief Executive Officer and
Director of the general partner of the
General Partner
Date: August 13, 1996 /s/ Neal Ludeke
--------------- ---------------
Neal Ludeke
Treasurer of the general partner
of the General Partner
(Principal Financial and Accounting
Officer of Registrant)